License Agreement

Software License Agreement

THIS SOFTWARE LICENCE AGREEMENT ("Agreement") is a legal agreement entered into by DCODEIT LTD ("The Company" and “Licensor”), and you ("Licensee") to permit Licensee to use The Company's software product in object code form ("Software") and related documentation ("Documentation") (the Software and Documentation are referred to collectively as the "Product"). An amendment or addendum to this Agreement may accompany the Software. The Licensee agrees to be bound by the terms of this Agreement by executing by installing, copying, downloading or otherwise using the Product.

BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU ACCEPT THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS OF THIS LICENCE AGREEMENT, DO NOT PROCEED WITH THE DOWNLOADING, COPYING, INSTALLATION OR ANY OTHER USE OF THE SOFTWARE OR ANY PORTION THEREOF AS YOU HAVE NO RIGHTS TO DO SO.

THE SOFTWARE IS LICENSED, NOT SOLD. Title and copyrights to the Software, in who leand in part and all copies thereof, and all modifications, enhancements, derivatives and other alterations of the Software regardless of who made any modifications, if any, are, and will remain, the sole and exclusive property of Licensor and its suppliers.

THIS LICENCE AGREEMENT DESCRIBES YOUR RIGHTS AND RESTRICTIONS WITH RESPECT TO THE SOFTWARE AND ITS COMPONENTS.

1. Definitions

“Application” means any software application that is owned or operated by you that Axcept accesses to perform tests.

“Authorized User” means (i) if Licensee is an individual, solely Licensee; (ii) if Licensee is a legal entity, any employee, independent contractor and other temporary worker authorized by Licensee to use the Software while performing duties within the scope of their employment or assignment.

"Enhancement" means any modification or addition to the Software that materially changes its utility, efficiency, function capability or application, but that does not solely consist of an Error Correction.Company may designate Enhancements as minor or major.

"Error" means any reproducible failure of the Software to conform in any material respect with the Documentation.

"Error Correction" means either a bug fix, work-around, patch, or other modification or addition that corrects an Error or a procedure or routine that avoids the practical adverse effect of an Error.

"Fees" means all fees and expenses payable by the Licensee to Company in acquiring the Software and as applicable any support services, professional services, or Hosted Services.

“License Key” means a unique key-code that enables Licensee to use the Software. Only Licensor and/or its representatives are permitted to produce License Keys for the Software.

“License Schedule” means the specific licence terms granted by The Company to Licensee. Which could either be the form of number of Authorized users or Enterprise usage for the Licence Term specified within the schedule.

"Operating Environment" means the computer software, hardware, systems and networks through which or on which the Software will be installed and run by Licensee.  Current minimum server requirements for the Software are set forth in the Product Documentation.

"Software" means, the Axcept software platform, as defined in Documentation together with any Updates or Enhancements thereto.

“Subscription” means free or paid subscription plan that Licensee has chosen for the Software.

"Technical Support" means technical support assistance provided by The Company by telephone, through email, or through any other online communication mechanism to the Technical Support Contact concerning the installation and use of the then-current release of Software.

"Update" means any new version of the Software, which may include Error Corrections, Enhancements or both, issued by The Company from time to time to its licensees.

“User Account” means any registered user account on the Software

2. License and Restrictions

Subject to Licensee's payment of Subscription including any other agreed Fees and other terms and conditions of this Agreement, The Company grants Licensee a limited, non-exclusive, non-transferable, license to install, execute, display and otherwise use the Product for Licensee's internal business purposes for the number of users and/or deployments for which it has paid under the Licence Schedule.

The license includes the right to use the Software only on equipment owned or operated by Licensee unless The Company otherwise agrees in writing.  The license also includes the right of Licensee to make the number of copies of the Software reasonably required for authorized use under this Agreement, provided that Licensee maintain on all such copies all proprietary rights notices of the Software. 

Licensee shall not permit any affiliated entities or third parties to use, directly-access, copy, download, or install the Software for their own use.

The Licensee may not reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software, or create derivative works from the Software.

The Licensee shall not allow the use of the same User Account by multiple Authorized Users on different computers or operating environments at a time. The Software may contain a feature preventing concurrent use of the same User Account by multiple Authorized Users.

The Licensee hereby accepts the grant of such license and agrees to be bound by all conditions of this Agreement.  The Software provided pursuant to this Agreement is NOT custom software specifically designed for Licensee or to meet any specific Licensee systems, applications or user functions and is accepted as is.  The Company makes no representation to the Licensee that the Software will interface or otherwise function with Licensee's operating system or any third-party systems or software utilized by Licensee.

3. Proprietary Rights

Licensee acknowledges and agrees that the Product contains proprietary and trade secret information of The Company. Other than the limited license granted to Licensee under Section 2 of this Agreement, The Company retains all ownership and proprietary rights in and related to the Product, including any and all copies made by Licensee and any and all Updates or Enhancements or derivatives thereto.  The Company also owns all rights in and to any support services, and any work product or deliverables from any professional services. Licensee will have no right and will not, nor will it authorize or assist others to: (a) copy the Documentation, (b) disassemble, reverse engineer, modify, translate, alter or decompile all or any portion of the Software or otherwise discern the source code of the Software except and solely to the extent permitted under applicable law notwithstanding this restriction, or (c) provide services to third parties unless as otherwise specified in separate written materials provided by The Company to the Licensee, (d) distribute, copy, rent, lease, sublicense, assign, transmit, sell or otherwise transfer the Product or any of Licensee's rights therein, except such copying and transfer as expressly permitted in Section 2 of this Agreement; or (e) use the Product to create or develop any competing product or service.

4. Subscription and Renewal

Licensee selects its initial subscription term at the time of order. Once that term expires, it will automatically renew for successive terms of the same period unless either Licensee or Licensor cancels the Subscription. Renewals are charged at Licensor’s then-current rates, and Licensor will at its discretion charge Licensee using the payment method on file on or after the expiration date or send the Licensee an invoice.

4.1 Evaluations

Subject to the terms of this Agreement, Licensee is granted a right to use the Software for evaluation purposes without charge. The Software is offered on a limited basis as specified by the Licensor. Notwithstanding anything else in this Agreement, Licensor does not offer any warranty, indemnity or support for any Hosted Services offered on an evaluation basis.

Licensee’s use of the Software shall be limited to the internal evaluation of the Software for the sole purpose of determining whether the Software meets Licensee’s requirements and whether Licensee desires to continue use of the Software.

Upon expiration of the Evaluation Period, Licensee must obtain Subscription for continued use of the Software or cease using the Software. Any attempt to continue using after this period will be in violation of this Agreement.

5. Payment and Audit

5.1 Payment

Licensee shall pay the Subscription fee for the Product, as well as any support fees or professional services fees, set forth in the appropriate documentation. If Licensee exceeds any usage or deployment limitations, Licensee shall be responsible for all excess charges. Licensor may charge Licensee interest for any payment that is more than thirty (30) days past due at the rate of one and one-half percent (1.5%) per month or the highest amount allowed by law, whichever is lower. Failure to pay the Subscription or any other agreed Fees after a 60 day period will result in termination of the Licence Key.

Any unpaid portion of any Subscription, or other fees, payable by Licensee to The Company under this Agreement, as of the date of expiration or termination, shall be immediately due and payable upon its expiration or termination for any reason.  

Payments made by Licensee under this Agreement exclude any taxes or duties payable in respect of the Software in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Licensor, Licensee must pay to Licensor the amount of such taxes or duties in addition to any fees owed under this Agreement.

5.2 Audit

Upon thirty (30) days written prior notice The Company will have the right to have an independent audit firm inspect Licensee's records relating to Customer’s use of the Software, Product and services solely in order to verify Licensee's compliance with the terms and conditions of this Agreement.  The audit will be performed during Licensee’s normal business hours.  The costs of the audit will be paid by The Company, unless the audit reveals that Licensee has (a) failed to comply with the terms and conditions of this Agreement, or (b) underpaid the amounts owed to The Company by five percent (5%) or more, in which case Licensee will reimburse The Company for all reasonable out-of-pocket costs and expenses reasonably incurred by The Company in connection with such audit. Licensee will promptly pay to The Company any amounts shown by any such audit to be owing and due. The Company will also have the right to request the Licensee to provide regular usage logs to verify compliance with the terms of the Licence agreement.

6. Other Services

6.1 Support Services

This Agreement does not include support, or any configuration or customization of the Software to Licensee's system and specifications or any other services. Any support services provided by The Company will be agreed separately and may be subject to the payment of additional Fees.

6.2 Professional Services

The Company does not provide any additional professional services under this agreement, including installation services, unless as otherwise agreed in writing. Any professional services provided by The Company will form part of a separate statement(s) of work, and are subject to the payment of additional Fees.

7. Limited Warranties; Disclaimer of Warranties

THE SOFTWARE IS PROVIDED TO LICENSEE “AS IS” AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR, AND ITS AFFILIATES, SUPPLIERS AND RESELLERS, DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. LICENSEE IS SOLELY RESPONSIBLE FOR PROPER CONFIGURATION OF ALL HARDWARD AND OTHER EQUIPMENT AND ALL DATABASES AND OTHER SOFTWARE USED WITH THE SOFTWARE

8. Indemnification

Licensee will indemnify, defend and hold harmless Licensor from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim arising from or relating to (a) any breach by Licensee (including any Authorized Users) of this Agreement, (b) any Licensee Data, (c) any Licensee Modifications, Licensee Plug-ins or other modifications of or combinations with the Software, or any service or product offered by Licensee in connection with or related to the Software, (d) any Uncontrolled Systems, or (e) any representations or warranties made by Licensee (including any Authorized User) regarding the Software to third parties.

8.1 Modifications and Improper Use

The Company will have no obligation to Licensee for any Claim that arises from: (a) any modification to the Product by anyone other than The Company; (b) modifications made by The Company at Licensee's request; (c) use of the Product other than as specified in this Agreement or in the applicable Documentation; (d) use of prior versions of the Product after an Update has been provided by The Company to Licensee; or (e) use of the Product in combination with third-party software, hardware or data.

If the Licensee notifies The Company of an error or malfunction in the Software which, after investigation by the Company, is determined to have been caused by any unauthorized modifications, this License is voidable at the option of the Company and voids any warranties, expressed or implied, thereto.  At a minimum, however, the Licensee shall reimburse the Company, at its then current rates, for all costs incurred by the Company in investigating and correcting such error or malfunction.

9. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), OR BE LIABLE TO ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  Each party's entire liability under this Agreement for any damages from any cause whatsoever, regardless of form or action, whether in contract, negligence or otherwise, shall in no event exceed an amount equal to the Fees paid by Licensee. The foregoing limitations of liability shall not apply to liabilities arising out of (a) a party’s indemnification obligations under Section 7 ("Indemnification"), (b) a party’s breach of Section 9 ("Confidentiality"), or (c) Licensee's use of The Company's intellectual property beyond the scope of the license expressly granted in this Agreement.

10. Confidential Information

Each party agrees to keep confidential and to use only for purposes of performing or as otherwise permitted under this Agreement, any proprietary or confidential information of the other party disclosed pursuant to this Agreement which is marked as confidential or which would reasonably be considered of a confidential nature. The obligation of confidentiality shall not apply to information which is publicly available through authorized disclosure, is known by the receiving party without restriction at the time of disclosure as evidenced in writing, is rightfully obtained from a third party who has the right to disclose it, or which is required by law, government order or request to be disclosed.  Notwithstanding any of the foregoing, Licensee acknowledges and agrees that the Product shall be deemed to constitute confidential information of The Company. Each party agrees to maintain all Confidential Information of the other party in confidence to the same extent that it protects its own similar Confidential Information and to use such Confidential Information of the other party only for the purpose of exercising its rights and performing its obligations hereunder.  Each party agrees to take reasonable precautions to prevent any unauthorized disclosure or use of confidential information of the other party, including, without limitation, by disclosing such confidential information only to its employees or agents (a) with a need to know such information, (b) who are parties to appropriate agreements or confidentiality obligations sufficient to comply with this Section, and (c) who are informed of the nondisclosure/non-use obligations imposed by this Section, and the receiving party will take appropriate steps to implement and enforce such non-disclosure/non-use obligations.  Upon any termination of this Agreement, each party shall return to the other party all confidential information of the other party, and all copies thereof, in the possession, custody or control of the party unless otherwise expressly provided in this Agreement.

11. Term and Termination

11.1 Term and Termination

This Agreement shall continue so long as the Licensee has a license to the Software or an ongoing Subscription, unless earlier terminated. Licensor may suspend or terminate this Agreement and Licensee’s subscription, with respect to one or more of the Software, if Licensee fails to comply with the terms and conditions of this Agreement, including any failure to pay fees when due. Licensor may terminate any free account or evaluation usage at any time in its sole discretion. Licensee may terminate this Agreement at any time with notice to Licensor.

Licensor reserves the right at any time to cease the support of the Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software.

11.2 Effect of Termination

Upon termination of this Agreement, the license granted to Licensee under this Agreement will terminate and Licensee will cease all use of the Product.  Within ten (10) business days of termination, Licensee will destroy or deliver to The Company all copies of the Software or any portion thereof in Licensee's possession at their own costs.  Licensee's failure to comply with the obligations of this Section will constitute unauthorized use of the Software, entitling The Company to equitable relief as provided in this Agreement and other legal and equitable remedies.  Licensee will not be entitled to credits or refunds for any unused portion of this Agreement, including but not limited to unused maintenance and support.

12. MARKETING

Licensee agrees to be identified as a customer of Licensor and that Licensor may refer to Licensee by name, trade name and trademark, if applicable, and may briefly describe Licensee’s business in Licensor’s marketing materials, on Licensor’s web site, in public or legal documents. Licensee hereby grants Licensor a license to use Licensee’s name and any of Licensee’s trade names and trademarks solely pursuant to this marketing section.

13. Force Majeure

Except for payment obligations, neither party shall be liable to the other for any performance delay or failure to perform hereunder, exclusive of payment obligations, due to any act, omission or condition beyond the reasonable control of the affected party, provided the affected party gives prompt notice to the other and makes reasonable efforts to resume performance as soon as possible.

14. Third Party Software

Licensee acknowledges that the Software may contain or be accompanied by certain third party software products ("Third Party Components"). THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED WITH RESPECT TO THIRD PARTY PRODUCTS, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.  Third Party Components may be accompanied by certain notices or license documentation relating to such Third Party Components (collectively, the "Third Party Notices"). Licensee shall comply with the terms of all Third Party Notices governing Licensee's use of such Third Party Components.

15. Miscellaneous

This Agreement constitutes the entire agreement of the parties, and supersedes any prior or contemporaneous agreements between the parties, with respect to the subject of this Agreement. Except as otherwise expressly provided herein, this Agreement may be modified only by a writing signed by an authorized representative of each party. This Agreement, and all claims or causes of action that may be based upon or arise out of this Agreement shall be governed by UK Law. Notices under this Agreement shall be in writing, addressed to the party at its registered address, and shall be deemed given when delivered personally, or by facsimile (with confirmation of receipt), conventional mail (registered or certified, postage prepaid with return receipt requested) or overnight courier.  Nothing contained in this Agreement is intended or is to be construed to create a partnership, joint venture or agency relationship.  If any provision of this Agreement shall be declared invalid, illegal or unenforceable, all remaining provisions shall continue in full force and effect. Licensee may not delegate, assign or transfer this Agreement, or any of its rights and obligations under this Agreement, and any attempt to do so shall be void.  Nothing in this Agreement shall be construed to limit or delay The Company’s ability to seek immediate relief at law or in equity for any breach by Licensee of the license.  No waiver of any rights hereunder shall be deemed to be a waiver of the same or other right on any other occasion.

For exceptions or modifications to this Agreement, please contact Licensor at: E-mail:contact@axcept.io